U.S. Legal Opinion. At the Closing Time, the Representatives shall have received the opinion, dated the Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Partnership substantially in the form set forth in Exhibit A-1 hereto.
U.S. Legal Opinion. If requested by the Representatives, the opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Partnership, substantially in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Units to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.
U.S. Legal Opinion. At the Closing Time, the Underwriters shall have received the favourable opinion, dated the Closing Date, of Xxxxxx & Xxxxxxx LLP, United States counsel for the Company, in form and substance satisfactory to United States counsel for the Underwriters to the effect set forth below:
(a) Each of Augusta Resource (US) Corporation; Augusta Resource (US) Holding Corporation; and Rosemont Copper Corporation having been incorporated and existing under their respective jurisdictions of incorporation, their respective authorized share capital and the ownership of such share capital;
(b) pursuant to Rule 467 under the U.S. Securities Act, the U.S. Final Registration Statement filed in connection with the distribution and sale of the Shares in the United States is effective under the U.S. Securities Act; the Form F-X was filed with the SEC prior to effectiveness of the U.S. Final Registration Statement; any required filing of the U.S. Final Prospectus or any supplement thereto pursuant to Form F-10 has been made in the manner and within the time period required; and, to such counsel’s knowledge, based solely on the oral advice of a member of the staff of the SEC, no stop order suspending the effectiveness of the U.S. Final Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or threatened by the SEC;
(c) the Form F-X appears on its face to be appropriately responsive, in all material respects, to the requirements of the U.S. Securities Act and rules and regulations promulgated thereunder;
(d) the U.S. Preliminary Registration Statement, the U.S. Amended Preliminary Registration Statement, the U.S. Final Registration Statement and the U.S. Final Prospectus, excluding the documents incorporated by reference therein, and each amendment or supplement thereto (except for the financial statements and supporting schedules included therein or omitted therefrom, and other financial data derived from the Company’s accounting records and statistical data included therein or omitted therefrom, and the information derived from reports of or attributed to persons named in the U.S. Preliminary Prospectus, the U.S. Amended Preliminary Prospectus and the U.S. Final Prospectus under the heading, “Experts”, included or incorporated by reference therein, as to which such counsel need express no opinion), as of their respective effective or issue dates, appear on their face to be appropriately responsive, in all material respects, ...
U.S. Legal Opinion the Agent shall have received at the Closing Time a customary legal opinion from the Corporation's U.S. Counsel, addressed to the Agent and the Selling Group Members, in which counsel may rely as to matters of fact, on certificates of the Corporation's officers and other documentation standard for legal opinions in transactions of a similar nature, in form and substance acceptable to the Agent, acting reasonably, with respect to the following matters with such opinions being subject to usual and customary assumptions and qualifications, including the qualifications set out below:
(i) the Corporation is a corporation validly existing and in good standing under the laws of the State of Delaware;
(ii) the Corporation has all requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Warrant Indenture, and the Compensation Warrant Certificates;
(iii) the authorized share capital of the Corporation;
(iv) the Common Shares, Warrants and Compensation Warrants have been duly authorized, issued and delivered by the Corporation;
(v) the Common Shares issuable upon the exercise of the Warrants in accordance with the terms of the Warrant Indenture and upon the exercise of the Compensation Warrants in accordance with the terms thereof have been duly authorized and reserved for issuance by the Corporation and, upon exercise of the Warrants and Compensation Warrants, the Common Shares issued have been validly issued, fully paid and nonassessable;
(vi) the Registration Statement has been declared effective by the SEC under the U.S. Securities Act. To the knowledge of the Corporation's U.S. Counsel, no "stop order" suspending its effectiveness has been issued by the SEC, nor, to the knowledge of the Corporation's U.S. Counsel, is a proceeding for that purpose pending before or contemplated or threatened by the SEC;
(vii) the Registration Statement, the U.S. Prospectus, the U.S. Final Prospectus and any amendment or supplement thereto (other than (i) the financial statements (including the notes thereto) and schedules and other financial, statistical and accounting data contained therein or omitted therefrom and (ii) the documents incorporated or deemed to be incorporated by reference therein, as to which we express no opinion), appeared on their face to be appropriately responsive, as of their respective effective or issue dates, as to form in all material respects with the U.S. Securities Act and the rules and regulations p...
U.S. Legal Opinion. Legal Opinion of Drinker, Xxxxxx & Xxxxx LLP, U.S. counsel to the Borrowers and Guarantors, in form and substantially satisfactory to the Administrative Agent.
U.S. Legal Opinion. US Borrower shall have delivered to Agent an opinion of counsel for US Borrower and each Domestic Guarantor of Payment, in form and substance satisfactory to Agent and the Lenders.
U.S. Legal Opinion. At the Closing Time, the Underwriters shall have received the favourable 10b-5 negative assurance statement, dated the Closing Date, of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, United States counsel to the Underwriters, in form and substance reasonably satisfactory to the Underwriters.
U.S. Legal Opinion. At the Closing Time, the Underwriters shall have received the favourable opinion, dated the Closing Date, of United States counsel for the Company, in form and substance satisfactory to United States counsel for the Underwriters (acting reasonably), as to the tax disclosure included in the Final Prospectus and to the effect that it is not necessary in connection with the offer and sale of the Shares in the United States to register the Shares under the U.S. Securities Act.
U.S. Legal Opinion. If any Offered Units are sold in the United States, the Underwriter shall have received a favourable legal opinion addressed to the Underwriter, in form and substance satisfactory to the Underwriter and their legal counsel, acting reasonably, dated as of the Closing Date, from Xxxxxxxx Xxxxxxx LLP, the Company’s United States securities counsel, which counsel in turn may rely as to matters of fact on the representations and warranties of the Company and the Underwriter in this Agreement and the certificate of the Underwriter and the U.S. Affiliate in the form set forth as Exhibit “A” to Schedule “A” hereto, to the effect that no registration under the U.S. Securities Act is required for the offer and sale of the Offered Units in the United States, provided that such offers and sales are made in accordance with Schedule “A” to this Agreement;
U.S. Legal Opinion. Davix, Xxxxxx & Xtubxx XXX, counsel to Seller, shall have delivered to Purchaser a legal opinion on certain matters relating to the transactions contemplated hereby substantially in the form attached hereto as Exhibit 6.11.
